1701.59
Authority of directors - bylaws.

(A) Except where the law, the articles, or the
regulations require action to be authorized or taken by shareholders, all of
the authority of a corporation shall be exercised by or under the direction of
its directors. For their own government, the directors may adopt bylaws that
are not inconsistent with the articles or the regulations. The selection of a
time frame for the achievement of corporate goals shall be the responsibility
of the directors.

(B) A director shall perform the director's duties as
a director, including the duties as a member of any committee of the directors
upon which the director may serve, in good faith, in a manner the director
reasonably believes to be in or not opposed to the best interests of the
corporation, and with the care that an ordinarily prudent person in a like
position would use under similar circumstances. A director serving on a
committee of directors is acting as a director.

(C)
In performing a director's duties, a director is entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data, that are prepared or presented by any of the
following:

(1) One or more
directors, officers, or employees of the corporation who the director
reasonably believes are reliable and competent in the matters prepared or
presented;

(2) Counsel,
public accountants, or other persons as to matters that the director reasonably
believes are within the person's professional or expert competence;

(3) A
committee of the directors upon which the director does not serve, duly
established in accordance with a provision of the articles or the regulations,
as to matters within its designated authority, which committee the director
reasonably believes to merit confidence.

(D) For purposes of division (B) of this
section, the following apply:

(1) A director
shall not be found to have violated the director's duties under division (B) of
this section unless it is proved by clear and convincing evidence that the
director has not acted in good faith, in a manner the director reasonably
believes to be in or not opposed to the best interests of the corporation, or
with the care that an ordinarily prudent person in a like position would use
under similar circumstances, in any action brought against a director,
including actions involving or affecting any of the following:

(a) A
change or potential change in control of the corporation, including a
determination to resist a change or potential change in control made pursuant
to division (F)(7) of section
1701.13 of the Revised
Code;

(b) A termination
or potential termination of the director's service to the corporation as a
director;

(c) The director's
service in any other position or relationship with the
corporation.

(2) A director
shall not be considered to be acting in good faith if the director has
knowledge concerning the matter in question that would cause reliance on
information, opinions, reports, or statements that are prepared or presented by
the persons described in divisions (C)(1) to (3) of
this section to be unwarranted.

(3)
Nothing contained in this division limits relief available under section
1701.60 of the Revised
Code.

(E) A director shall be liable in
damages for any action that the director takes or fails to take as a director
only if it is proved by clear and convincing evidence in a court of competent
jurisdiction that the director's action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury to the corporation
or undertaken with reckless disregard for the best interests of the
corporation. Nothing contained in this division affects the liability of
directors under section
1701.95 of the Revised Code or
limits relief available under section
1701.60 of the Revised Code. This
division does not apply if, and only to the extent that, at the time of a
director's act or omission that is the subject of complaint, the articles or
the regulations of the corporation state by specific reference to this division
that the provisions of this division do not apply to the corporation.

(F) For purposes of this section, a
director, in determining what the director reasonably believes to be in the
best interests of the corporation, shall consider the interests of the
corporation's shareholders and, in the director's discretion, may consider any
of the following:

(1) The interests
of the corporation's employees, suppliers, creditors, and customers;

(4) The
long-term as well as short-term interests of the corporation and its
shareholders, including the possibility that these interests may be best served
by the continued independence of the corporation.

(G) Nothing contained in division
(D) or
(E) of
this section affects the duties of either of the following:

(1) A
director who acts in any capacity other than the director's capacity as a
director;

(2) A director of
a corporation that does not have issued and outstanding shares that are listed
on a national securities exchange or are regularly quoted in an
over-the-counter market by one or more members of a national or affiliated
securities association, who votes for or assents to any action taken by the
directors of the corporation that, in connection with a change in control of
the corporation, directly results in the holder or holders of a majority of the
outstanding shares of the corporation receiving a greater consideration for
their shares than other shareholders.